Valeant and Salix Agree on Amended Terms to Merger Agreement


Valeant Pharmaceuticals International and Salix Pharmaceuticals have entered into an amendment to their Agreement and Plan of Merger, dated February 20, 2015.


LAVAL, Quebec




March 16, 2015

/PRNewswire/ --

Valeant Pharmaceuticals International, Inc.

(NYSE: VRX) (TSX: VRX) and

Salix Pharmaceuticals, Ltd.

(NASDAQ: SLXP) today announced that they have entered into an amendment to their Agreement and Plan of Merger, dated

February 20, 2015

. Pursuant to the amendment, Valeant increased the offer price to acquire all the outstanding common stock of Salix from


per share to


per share in cash, or a total enterprise value of approximately

$15.8 billion

, through

April 7, 2015

. The revised offer price of


per share provides an additional approximately

$1 billion

in cash consideration to Salix stockholders, and represents an increase of 9.49% and 43.9%, respectively, over the original offer price of


per share and the unaffected price of Salix common stock on

January 16, 2015

, of


. As previously announced, if the minimum tender condition is satisfied at the end of the day on

March 31, 2015

, Valeant expects to close the transaction on

April 1

, 2015. If all of the conditions to the tender offer have not been satisfied by

April 8, 2015

, the offer price will drop back to


per share. In consideration for the increase of the offer price through

April 7, 2015

, the termination fee payable by Salix to Valeant has been increased by

$100 million

and the outside date after which either party may terminate the transaction has been moved from

August 20, 2015


May 1

, 2015. The amendment was approved by the Boards of Directors of both companies.

"We continue to be very excited about the combination of our two companies and we are committed to getting this deal done," said

J. Michael Pearson

, chairman and chief executive officer of Valeant. "This revised offer provides Salix shareholders with all-cash at a significant premium and the certainty to close by April 1. By offering a significant premium with a 100% cash offer, eliminating market and company equity risk that could arise from other non-cash offers with a 4+ month closing timeline instead of a closing by

April 1

st, our new arrangement creates significant shareholder value for Salix. In addition, the transaction remains modestly accretive in 2015 and will be more than 20% accretive in 2016."

Thomas W. D'Alonzo, chairman of the board and acting chief executive officer of Salix, stated, "We are pleased that the enhanced offer price recognizes the value of Salix as the leading gastrointestinal specialty pharmaceutical company and delivers to our stockholders all cash consideration in the near future."

The offer documents and Salix's solicitation/recommendation statement on Schedule 14D-9 will be amended to reflect the amended terms.

Sullivan & Cromwell LLP

served as Valeant's legal counsel, and Salix was advised by

Cadwalader Wickersham & Taft LLP


Deutsche Bank


HSBC Securities (USA) Inc.

acted as financial advisors to Valeant.

Centerview Partners

and J.P. Morgan acted as financial advisors to Salix.

About Valeant

Valeant Pharmaceuticals International, Inc.

(NYSE/TSX:VRX) is a multinational specialty pharmaceutical company that develops, manufactures and markets a broad range of pharmaceutical products primarily in the areas of dermatology, eye health, neurology and branded generics. More information about Valeant can be found at

About Salix

Salix Pharmaceuticals, Ltd.

, headquartered in

Raleigh, North Carolina

, develops and markets prescription pharmaceutical products and medical devices for the prevention and treatment of gastrointestinal diseases. Salix's strategy is to in-license late-stage or marketed proprietary therapeutic products, complete any required development and regulatory submission of these products, and commercialize them through the Company's 500-member specialty sales force. Salix trades on the NASDAQ Global Select Market under the ticker symbol "SLXP".

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